Asset Purchase Agreement
(Pro-Buyer) (Short Form) (DE)


This short-form asset purchase agreement is for use in the acquisition of a seller's assets for cash by the buyer and may be appropriate, in a transaction where a reduced set of provisions is appropriate, such as when relatively less consideration is at issue, particularly vis-à-vis the size of the parties or where the acquisition’s structure and the nature of the acquired Business are relatively straight-forward and where the parties desire to simplify and reduce negotiation. This form contains practical guidance, drafting notes, alternate clauses and optional clauses.The form assumes simultaneous signing and closing of the transaction with no conditions to closing. Since the simultaneous procedure will often take longer to negotiate than merely signing an agreement for a deferred closing, counsel should consider require a signed letter of intent of the parties, representing an interim moral obligation.The form is intended to be in accord with the provisions of the Delaware General ...